HINES REAL ESTATE INVESTMENT TRUST, INC. Up to $2,200,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • April 25th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Texas
OWNERSHIP INTERESTS PLEDGE AND SECURITY AGREEMENTOwnership Interests Pledge and Security Agreement • April 25th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts
TERM LOAN AGREEMENT Dated: As of April 24, 2006 between HINES REIT PROPERTIES , L.P. (the “Borrower”) and KEYBANK NATIONAL ASSOCIATION (“Administrative Agent”) and and other Lenders, if any, which may become parties to this Agreement (with KeyBank...Term Loan Agreement • April 25th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
This is a Term Loan Agreement (“Agreement”) made and entered into as of the 24th day of April 2006, by and between HINES REIT PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), having an address at c/o Hines Interests Limited Partnership, 2800 Post Oak Blvd., Suite 5000, Houston, Texas 77056, and KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 127 Public Square, Cleveland, Ohio 44114, and the other lending institutions which may become parties to this Agreement pursuant to Section 11.15 hereof (each, a “Lender” and collectively the “Lenders”), and KeyBank National Association, as agent for itself and such other lending institutions (the “Administrative Agent”).
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • April 25th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
FOR AND IN CONSIDERATION OF the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned HINES REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (hereinafter referred to as “Guarantor”), the receipt and sufficiency whereof are hereby acknowledged by Guarantor, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, as agent (“Agent”) for itself and the other lenders (the “Lenders”) which may become parties to a certain Term Loan Agreement dated April 24, 2006 (the “Loan Agreement”) to extend credit or otherwise provide financial accommodations to Hines REIT Properties, L.P. (hereinafter referred to as “Borrower”), which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantor. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. Guarantor does hereby ab
SUBORDINATION AGREEMENTSubordination Agreement • April 25th, 2006 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
Reference is hereby made to the Term Loan Agreement, dated as of April 24, 2006 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Term Loan Agreement”), by and among Hines REIT Properties, L.P., a Delaware limited partnership, as borrower (“Borrower”), KeyBank National Association, a national banking association, as agent (“Agent”) for itself and such other lenders from time to time party thereto (collectively, the “Lenders”), and the Lenders. All capitalized terms used herein without definition shall have the meanings given to such terms in the Term Loan Agreement.
